MAGNETITE MINES LIMITED. - AGM Information 2021

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ASX Announcement

28 October 2021

Notice of Annual General Meeting 2021

Magnetite Mines Limited (ASX:MGT) (Company) wishes to advise that the following documents will be distributed to shareholders on Friday 29 October 2021 in relation to the 2021 Annual General Meeting to be held on Monday 29 November 2021 at 10.00am (WST):

Shareholder Notice and Access Letter;
Notice of Annual General Meeting (including the Explanatory Memorandum);
Proxy Form; and
2021 Annual Report (if requested).

The Shareholder Notice and Access Letter, Notice of Annual General Meeting and 2021 Annual Report will be available on the Company’s website at www.magnetitemines.com

The Company will be closely monitoring the evolving COVID-19 situation. If it becomes necessary or appropriate to make alternative arrangements for holding the Annual General Meeting, the Company will ensure that shareholders are given as much notice as possible via information lodged with the ASX and the details made available on the Company’s website.

This announcement has been authorised for release to the market by the Board.

For further information contact:

Frank DeMarte Company Secretary +61 8 8427 0516

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Suite 1, Level 1, 22 Greenhill Road, Wayville, South Australia 5034

28 October 2021

Telephone:+61 8 8427 0516 [email protected] www.magnetitemines.com ABN: 34 108 102 432

Dear Shareholder

NOTICE OF ANNUAL GENERAL MEETING – SHAREHOLDER NOTICE OF ACCESS

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The Annual General Meeting ( Meeting ) of shareholders of Magnetite Mines Limited (ABN 34 108 102 432) ( Company ) will be held at Harvard Room, Level 1, Trinity on Hampden, 230 Hampden Road Crawley WA 6009 on Monday, 29 November 2021 at 10:00am (AWST).

The Board has made the decision that it will hold a physical Meeting with appropriate social distancing measures in place to comply with the Federal Government and State Government’s current restrictions on gatherings.

As part of the Australian Government’s response in relation to the COVID-19 pandemic, temporary modifications have been made to the Corporations Act 2001 (Cth) under the Treasury Laws Amendment (2021 Measures No. 1) Act 2021 . These modifications allow Notices of Meeting ( Notice ), and other meeting information to be provided online where it can be viewed and downloaded and for the electronic delivery of notices to shareholders. The Notice can be viewed and downloaded from the Company’s website at https://magnetitemines.com/announcements.

Shareholders are encouraged to make the switch to paperless communications. It enables the Company to provide you with information more quickly, at a lower cost and with less use of finite resources. In order to receive electronic communications from the Company in the future, please update your shareholder details at www.investorvote.com.au and log in with your unique shareholder identification number and postcode (or country for overseas residents), where you can find on your enclosed personalised proxy form. Once logged in you can also lodge your proxy vote online by clicking on the “Vote” tab.

The Company strongly encourages shareholders to lodge a directed proxy form prior to the meeting . For your voting instructions to be effective, your proxy form must be received by 10:00am (AWST) on Saturday, 27 November 2021 , being not less than 48 hours before the commencement of the Meeting. Any proxy forms received after that time will not be valid for the Meeting.

The Company is providing a webinar facility for shareholders who may not be able to attend in person and wish to listen via the webinar facility. To register for the webinar please use the link below:

Zoom webinar facility registration: https://zoom.us/webinar/register/WN_TJ80IQecSzWUF61v4aZZsA

Magnetite Mines Limited – 2021 Annual General Meeting – Shareholder Notice and Access

Page 1

Shareholders who may not be able to attend the Meeting in person can lodge written questions ahead of the Meeting, addressed to either the Chairman, Chief Executive Officer or any other Board member by email to [email protected]. Shareholders must provide their written questions to the Company by 5.00pm (AWST) on Monday 22 November 2021.

As at the date of this Notice, border closures relating to COVID-19 will prevent the Executive Chairman and Interim Chief Executive Officer, Mr Peter Schubert and Technical Director, Mr Mark Eames from attending the Meeting in Western Australia. Accordingly, Mr Schubert and Mr Eames will be participating in the Meeting remotely via video conference.

Circumstances relating to COVID-19 are constantly evolving and accordingly, we may make alternative arrangements to the way in which the Meeting is held. If this occurs, we will notify any changes by way of announcement on ASX and the details will also be made available on our website at https://magnetitemines.com/.

The Notice is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consult your financial adviser, lawyer, accountant or other professional adviser.

If you have any difficulties obtaining a copy of the Notice, please contact the Company on +61 8 8427 05616 or the Company’s share registry, Computershare, on 1300 850 505 (within Australia) or +61 3 9415 4000 (overseas).

On behalf of the Board, thank you for your continued support as a shareholder.

Yours sincerely

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Peter Schubert

Executive Chairman

This announcement has been authorised for release to the market by the Board.

Magnetite Mines Limited – 2021 Annual General Meeting – Shareholder Notice and Access

Page 2

ABN 34 108 102 432

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NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM TO SHAREHOLDERS

Date of Meeting

29 November 2021

Time of Meeting

10.00 am (AWST)

Place of Meeting

Harvard Room

Level 1, Trinity on Hampden 230 Hampden Road CRAWLEY WA 6009

A Proxy Form is enclosed

Please read this Notice and Explanatory Memorandum carefully.

If you are unable to attend the Annual General Meeting please complete and return the enclosed Proxy Form in accordance with the specified directions.

ABN 34 108 102 432

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NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders of Magnetite Mines Limited ABN 34 108 102 432 will be held at Harvard Room, Level 1, Trinity on Hampden, 230 Hampden Road Crawley WA 6009 on Monday 29 November 2021 at 10.00am (AWST) for the purpose of transacting the following business referred to in this Notice of Annual General Meeting.

The Company and the Board are acutely aware of the current circumstances resulting from COVID-19 and the impact it is having, and is likely to continue to have, on physical meetings. The Board has made the decision that it will hold a physical Meeting with the appropriate social gathering and physical distancing measures in place to comply with the State and Federal Government’s current restrictions for physical meetings.

Circumstances relating to COVID-19 are changing rapidly. The Company will update Shareholders if changing circumstances will impact the planning or arrangements for the Meeting by way of announcement on ASX and the details will also be made available on our website at https://magnetitemines.com/.

The Company is providing a webinar facility for shareholders who may not be able to attend in person and wish to listen via the webinar facility. To register for the webinar please use the link below:

Zoom webinar facility registration:

https://zoom.us/webinar/register/WN_TJ80IQecSzWUF61v4aZZsA

AGENDA

Financial Reports

To receive and consider the financial report of the Company for the year ended 30 June 2021, together with the Directors’ Report and the Auditor's Report as set out in the Annual Report.

Resolution 1 – Non Binding Resolution to adopt Remuneration Report

To consider and, if thought fit, pass the following resolution as a non-binding resolution :

"That the Remuneration Report for the year ended 30 June 2021 as set out in the 2021 Annual Report be adopted."

Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company. Shareholders are encouraged to read the Explanatory Memorandum for further details on the consequences of voting on this Resolution.

Voting exclusion statement: The Company will disregard any votes cast on the Resolution by or on behalf of a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or their Closely Related Parties. However, the Company need not disregard a vote if:

(a) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the proposed Resolution or the proxy is the Chair of the Meeting and the appointment of the Chair as proxy does not specify the way the proxy is to vote on the resolution and expressly authorises the Chair to exercise the proxy even if the

Magnetite Mines Limited – Notice of 2021 Annual General Meeting

resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel; and

(b) it is not cast on behalf of a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or their Closely Related Parties.

Further, a Restricted Voter who is appointed as a proxy will not vote on the Resolution unless:

(a) the appointment specifies the way the proxy is to vote on the Resolution; or

(b) the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Shareholders should note that the Chair intends to vote any undirected proxies in favour of the Resolution. Shareholders may also choose to direct the Chair to vote against the Resolution or to abstain from voting. If any of the persons named above purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and those persons may be liable for breaching the voting restrictions that apply to them under the Corporations Act.

Resolution 2 – Re-election of Mr Peter Schubert as a Director

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

"That, Mr Peter Schubert, who retires in accordance with clause 7.1(f) of the Constitution and, being eligible for re-election, be re-elected as a Director."

Resolution 3 – Grant of Director Options to Mr Peter Schubert or his nominee(s)

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, for the purposes of Listing Rule 10.14 and for all other purposes, the Directors are authorised to issue up to 12,000,000 Director Options for no cash consideration to Mr Peter Schubert or his nominee(s), on the terms and conditions set out in the Explanatory Memorandum (including Annexure A to the Explanatory Memorandum).”

Voting exclusion statement: The Company will disregard any votes cast in favour of the Resolution by or on behalf of:

(a) a person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question; or
(b) an Associate of that person.

However, this does not apply to a vote cast in favour of the Resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

In accordance with section 224 of the Corporations Act, the Company will also disregard any votes cast on the Resolution (in any capacity) by or on behalf a related party of the Company to whom the resolution would permit a financial benefit to be given or an associate of such a related party. However, the Company need not disregard a vote if it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a related party of the Company to whom the resolution would permit a financial benefit to be given or an associate of such a related party.

* Note: In relation to the immediately preceding paragraph, the word “associate” has the meaning given to that term in the Corporations Act.

Magnetite Mines Limited – Notice of 2021 Annual General Meeting

Further, a Restricted Voter who is appointed as a proxy will not vote on the Resolution unless:

(a) the appointment specifies the way the proxy is to vote on the Resolution; or (b) the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Shareholders should note that the Chair intends to vote any undirected proxies in favour of the Resolution.

Shareholders may also choose to direct the Chair to vote against the Resolution or to abstain from voting.

If any of the persons named above purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and those persons may be liable for breaching the voting restrictions that apply to them under the Corporations Act.

Please note: If the Chair is a person referred to in the section 224 Corporations Act voting exclusion statement above, the Chair will only be able to cast a vote as proxy for a person who is entitled to vote if the Chair is appointed as proxy in writing and the Proxy Form specifies how the proxy is to vote on the Resolution.

Resolution 4 – Grant of Director Options to Mr Mark Eames or his nominee(s)

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, for the purposes of Listing Rule 10.14 and for all other purposes, the Directors are authorised to issue up to 15,000,000 Director Options for no cash consideration to Mr Mark Eames or his nominee(s), on the terms and conditions set out in the Explanatory Memorandum (including Annexure A to the Explanatory Memorandum).”

Voting exclusion statement: The Company will disregard any votes cast in favour of the Resolution by or on behalf of:

(a) a person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question; or
(b) an Associate of that person.

However, this does not apply to a vote cast in favour of the Resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the Resolution; and

(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Further, a Restricted Voter who is appointed as a proxy will not vote on the Resolution unless:

(a) the appointment specifies the way the proxy is to vote on the Resolution; or (b) the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key

Magnetite Mines Limited – Notice of 2021 Annual General Meeting

Management Personnel. Shareholders should note that the Chair intends to vote any undirected proxies in favour of the Resolution.

Shareholders may also choose to direct the Chair to vote against the Resolution or to abstain from voting.

Resolution 5 – Ratification of issue of Shares – Placement

To consider and, if thought fit to pass the following resolution as an ordinary resolution :

“That, for the purpose of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 120,827,586 Shares (at an issue price of $0.058 each) on 17 May 2021 to sophisticated and institutional investors qualifying under s 708 of the Corporations Act 2001 (Cth) on the terms and conditions set out in the Explanatory Memorandum.”

Voting exclusion statement : The Company will disregard any votes cast in favour of the Resolution by or on behalf of: (a) a person who participated in the issue or is a counterparty to the agreement being approved; or (b) an Associate of those persons. However, this does not apply to a vote cast in favour of the Resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or

(b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the Resolution; and (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolution 6 – Approval of Additional 10% Placement Capacity

To consider and, if thought fit, to pass the following resolution as a special resolution :

"That, for the purpose of Listing Rule 7.1A and all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Memorandum."

Resolution 7 – Renewal of proportional takeover provisions

To consider and, if thought fit, to pass the following resolution as a special resolution :

"That, pursuant to and in accordance with section 648G of the Corporations Act 2001 (Cth), the existing proportional takeover provisions in the form set out in Rule 15 of Constitution of the Company tabled at the Meeting and signed by the Chairman of the Meeting for the purposes of identification are renewed for a period of three years commencing on the date of the Meeting. ”

Magnetite Mines Limited – Notice of 2021 Annual General Meeting

OTHER BUSINESS

To deal with any other business which may be brought forward in accordance with the Constitution and the Corporations Act.

Details of the definitions and abbreviations used in this Notice are set out in the Glossary to the Explanatory Memorandum.

By order of the Board

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Frank DeMarte Company Secretary

Dated: 22 October 2021

Magnetite Mines Limited – Notice of 2021 Annual General Meeting

How to vote

Shareholders can vote by either:

attending the Meeting and voting in person or by attorney or, in the case of corporate Shareholders, by appointing a corporate representative to attend and vote; or
appointing a proxy to attend and vote on their behalf using the Proxy Form accompanying this Notice and by submitting their proxy appointment and voting instructions in person, by post, electronically via the internet or by facsimile.

Voting in person (or by attorney)

Shareholders, or their attorneys, who plan to attend the Meeting are asked to arrive at the venue 15 minutes prior to the time designated for the Meeting, if possible, so that their holding may be checked against the Company's share register and their attendance recorded. To be effective a certified copy of the Power of Attorney, or the original Power of Attorney, must be received by the Company in the same manner, and by the same time as outlined for proxy forms below.

Voting by a Corporation

A Shareholder that is a corporation may appoint an individual to act as its representative and vote in person at the Meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. Written proof of the representative’s appointment (including any authority under which it is signed) must be lodged with, or presented to the Company before the Meeting.

Voting by proxy

A Shareholder entitled to attend and vote is entitled to appoint not more than two proxies. Each proxy will have the right to vote on a poll and also to speak at the Meeting.
The appointment of the proxy may specify the proportion or the number of votes that the proxy may exercise. Where more than one proxy is appointed and the appointment does not specify the proportion or number of the Shareholder's votes each proxy may exercise, the votes will be divided equally among the proxies (i.e. where there are two proxies, each proxy may exercise half of the votes).
A proxy need not be a Shareholder.
The proxy can be either an individual or a body corporate.
If a proxy is not directed how to vote on an item of business, the proxy may generally vote, or abstain from voting, as they think fit. However, where a Restricted Voter is

appointed as a proxy, the proxy may only vote on Resolutions 1, 3 and 4 in accordance with a direction on how the proxy is to vote or, if the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

Should any resolution, other than those specified in this Notice, be proposed at the Meeting, a proxy may vote on that resolution as they think fit.
If a proxy is instructed to abstain from voting on an item of business, they are directed not to vote on the Shareholder's behalf on the poll and the Shares that are the subject of the proxy appointment will not be counted in calculating the required majority.
Shareholders who return their Proxy Forms with a direction how to vote, but who do not nominate the identity of their proxy, will be taken to have appointed the Chair of the Meeting as their proxy to vote on their behalf. If a Proxy Form is returned but the nominated proxy does not attend the Meeting, the Chair of the Meeting will act in place of the nominated proxy and vote in accordance with any instructions. Proxy appointments in favour of the Chair of the Meeting, the secretary or any Director that do not contain a direction how to vote will be used, where possible, to support each of the Resolutions proposed in this Notice, provided they are entitled to cast votes as a proxy under the voting exclusion rules which apply to some of the proposed Resolutions. These rules are explained in this Notice.
To be effective, proxies must be received by 10.00am (AWST time) on 27 November 2021 . Proxies received after this time will be invalid.
Proxies may be lodged using any of the following methods:
Online : www.investorvote.com.au
By mobile : Scan the QR Code on your proxy form and follow the prompts.
By mail :

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

By facsimile :

(within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

Custodian voting : For Intermediary Online subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting intentions
For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

The Proxy Form must be signed by the Shareholder or the Shareholder's attorney. Proxies given by corporations must be executed in accordance with the Corporations Act. Where the appointment of a proxy is signed by the appointer's attorney, a certified copy of the Power of Attorney, or the power itself, must be received by the Company at the above address, email or by facsimile, and by 10.00am (AWST time) on 27 November 2021 . If facsimile transmission is used, the Power of Attorney must be certified.

Shareholders who are entitled to vote

In accordance with paragraphs 7.11.37 and 7.11.38 of the Corporations Regulations, the Board has determined that a person's entitlement to vote at the Annual General Meeting will be the entitlement of that person set out in the Register of Shareholders as at 4:00pm (AWST time) on 27 November 2021.

Magnetite Mines Limited – Notice of 2021 Annual General Meeting

ABN 34 108 102 432

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EXPLANATORY MEMORANDUM

This Explanatory Memorandum is intended to provide Shareholders with sufficient information to assess the merits of the Resolutions contained in the accompanying Notice of Annual General Meeting of the Company.

Certain abbreviations and other defined terms are used throughout this Explanatory Memorandum. Defined terms are generally identifiable by the use of an upper case first letter. Details of the definitions and abbreviations are set out in the Glossary to the Explanatory Memorandum.

1 Financial Reports

The first item of the Notice deals with the presentation of the consolidated annual financial report of the Company for the financial year ended 30 June 2021, together with the Directors' declaration and report in relation to that financial year and the Auditor's Report on the financial report. Shareholders should consider these documents and raise any matters of interest with the Directors when this item is being considered.

No resolution is required to be moved in respect of this item.

Shareholders will be given a reasonable opportunity at the Annual General Meeting to ask questions and make comments on the accounts and on the management of the Company.

The Chair will also give Shareholders a reasonable opportunity to ask the Auditor or the Auditor’s representative questions relevant to:

(a) the conduct of the audit;
(b) the preparation and content of the independent audit report;
(c) the accounting policies adopted by the Company in relation to the preparation of the financial statements; and
(d) the independence of the Auditor by the Company in relation to the conduct of the audit.

The Chair will also allow a reasonable opportunity for the Auditor or their representative to answer any written questions submitted to the Auditor under section 250PA of the Corporations Act.

2 Resolution 1 – Non Binding Resolution to adopt Remuneration Report

Section 250R(2) of the Corporations Act requires the Company to put to its Shareholders a resolution that the Remuneration Report as disclosed in the Company's 2021 Annual Report be adopted. The Remuneration Report is set out in the Company’s 2021 Annual Report and is also available on the Company’s website https://magnetitemines.com/announcements/.

The vote on this Resolution is advisory only and does not bind the Directors or the Company.

However, if at least 25% of the votes cast are against adoption of the Remuneration Report at two consecutive annual general meetings, the Company will be required to put a resolution to the second Annual General Meeting ( Spill Resolution ), to approve calling a general meeting ( Spill Meeting ). If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must then convene a Spill Meeting within 90 days of the second Annual General Meeting. All of the Directors who were in office when the applicable Directors’ Report was approved, other than the Managing Director, will need to stand for re-election at the Spill Meeting if they wish to continue as Directors.

Magnetite Mines Limited – Notice of 2021 Annual General Meeting

The remuneration report for the financial year ended 30 June 2020 did not receive a vote of more than 25% against its adoption at the Company’s last general meeting held on 27 November 2020. Accordingly, if at least 25% of the votes cast on this Resolution are against adoption of the Remuneration Report it will not result in the Company putting a Spill Resolution to Shareholders.

The Remuneration Report explains the Board policies in relation to the nature and level of remuneration paid to Directors, sets out remuneration details for each Director and any service agreements and sets out the details of any equity based compensation.

The Chair will give Shareholders a reasonable opportunity to ask questions about, or make comments on, the Remuneration Report.

Voting

Note that a voting exclusion applies to this Resolution in the terms set out in the Notice.

Shareholders are urged to carefully read the Proxy Form and provide a direction to the proxy on how to vote on this Resolution.

3 Resolution 2 – Re-election of Mr Peter Schubert as a Director

Pursuant to Clause 7.1(f) of the Company's Constitution, Mr Peter Schubert, being a Director, retires by way of rotation and, being eligible, offers himself for re-election as a Director.

Qualifications

Mr Schubert is a professional investor with business development and entrepreneurial skills teamed with over 30 years of direct experience in international and domestic markets. Mr Schubert has strong established ties to the investment community, particularly in relation to the Australian resource sector. During his career, Mr Schubert has developed a range of businesses across various sectors with emphasis on support for the establishment of various Australian resource companies.

Other material directorships

Mr Schubert does not currently hold any other directorship positions.

Independence

Mr Schubert was appointed to the Board on 17 December 2015 as a non-executive Director and as Executive Chairman on 3 September 2018. Mr Schubert was appointed the interim Chief Executive Officer effective from 1 January 2021. The Board considers that Mr Schubert, if re-elected, will continue to be classified as a non-independent director due to his executive role with the Company.

Board recommendation

The Directors consider Mr Schubert’s relevant experience and qualifications, in particular Mr Schubert’s commercial and entrepreneurial experience, will assist the Company in achieving its strategic objectives as it progresses its Razorback High Grade Iron Ore Concentrate Project.

The members of the Board, in the absence of Mr Schubert, support the re-election of Mr Schubert as a director of the Company.

4 Resolutions 3 and 4 – Grant of Director Options to Mr Peter Schubert and Mr Mark Eames, or their nominees

The Company proposes to grant a total of up to 27,000,000 Director Options to Mr Peter Schubert and Mr Mark Eames ( Participating Directors ), or their nominees.

Magnetite Mines Limited – Notice of 2021 Annual General Meeting

Related Party Transactions Generally

Chapter 2E of the Corporations Act prohibits a public company from giving a financial benefit to a related party of the public company unless either:

(a) the giving of the financial benefits falls within one of the nominated exceptions to the provision; or
(b) Shareholder approval is obtained prior to the giving of the financial benefit and the benefit is given within 15 months after obtaining such approval.

For the purposes of Chapter 2E of the Corporations Act, each of the Participating Directors is a related party of the Company.

Details of the financial benefit, including reasons for giving the type and quantity of the benefit

As announced on 16 March 2021, Mr Peter Schubert was appointed as the interim chief executive officer of the Company in addition to his executive chairman role, and Mr Mark Eames was appointed as the technical director of the Company (previously a non-executive director providing consulting services to the Company). With respect to Mr Schubert’s and Mr Eames’ employment arrangements, the Board carefully considered the Company’s Remuneration Charter and Policy in order to determine the comparable remuneration arrangements with similar companies in the industry such that they are fair, competitive and appropriate. To that end, the Board (in the absence of the Participating Directors regarding each of their respective remuneration arrangements) proposed an incentive framework which includes the Director Options to be issued under Resolutions 3 and 4 as part of the annual consideration of short-term incentives that will apply to Mr Schubert and Mr Eames, and as set out in the summary of material terms of their respective employment arrangements in the ASX announcement dated 16 March 2021.

Accordingly, Shareholder approval is not being sought for the purposes of section 208 of the Corporations Act on the basis that the benefits are considered by the Board (in the absence of the Participating Directors regarding each of their respective Resolutions) to constitute reasonable remuneration that is consistent with each of the Participating Directors’ employment contract and, therefore, the exception in section 211 of the Corporations Act applies to each of Resolution 3 and 4. Section 211 provides that Shareholder approval is not required for the purposes of section 208 in circumstances where the benefit constitutes remuneration which would be reasonable given the Company’s and the related party’s circumstances.

Having considered the Company’s circumstances and the Participating Directors’ position with the Company, the Board (in the absence of the Participating Directors regarding each of their respective Resolutions) considers that the financial benefits conferred by the grant of Director Options to the Participating Directors:

(a) are a cost effective and efficient means for the Company to remuneration each of the Participating Directors, as opposed to alternative forms of incentive, such as the payment of additional cash compensation;
(b) reflect the extensive experience and reputation each of the Participating Directors have within the mining industry;
(c)
reflect the current price of Shares;
(d) will ensure that the remuneration offered is competitive with market standards and practice. The Directors have considered the proposed number of Director Options to be granted and ensured that the Participating Directors’ overall remuneration is line with market practice; and
(e) will attract, retain and ensure continuity of service of Directors who have appropriate knowledge and expertise while maintaining the Company’s cash reserves for other preferred uses,

and therefore the exception in section 211 applies.

Magnetite Mines Limited – Notice of 2021 Annual General Meeting

Participating Directors Current Holdings

Set out below are details of each of the Participating Directors’ relevant interest in Shares, Options of the Company as at the date of this Notice:

Director	Number of Shares	Number of listed Options	Number of unlisted Options
Mr Peter Schubert, or nominee(s)	105,786,693	7,500,000	40,000,000
Mr Mark Eames, or nominee(s)	40,098,262	4,009,827	10,000,000
Total	145,884,955	11,509,827	50,000,000

Dilution effect of grant of Director Options on existing members’ interests

If passed, the Resolution will give the Directors power to grant a total of up to 27,000,000 Director Options on the terms and conditions as set out in Annexure A to this Explanatory Memorandum and as otherwise mentioned above.

The Company currently has 3,145,077,864 Shares and the following listed Options and unlisted Options on issue:

Security	Number	Exercise Price	Expiry Date
Listed Option	295,584,359	$0.05	29 October 2021
Unlisted Option	97,500,000	Various	Various

If all Director Options granted as proposed above are exercised, and assuming all existing Options on issue have been exercised, the effect would be to dilute the shareholding of existing Shareholders by 0.75%.[1] The market price of the Company’s Shares during the period of the Director Options will normally determine whether or not the Participating Directors exercise the Director Options. At the time any Director Options are exercised and Shares are issued pursuant to the exercise of the Director Options, the Company’s Shares may be trading at a price which is higher than the exercise price of the Director Options.

Valuation of Director Options

Black-Scholes Model

The Company's advisers have valued the Director Options to be granted to the Participating Directors using the Black-Scholes Model. The value of a Director Option calculated by the Black-Scholes Model is a function of a number of variables. The Company’s advisers have calculated the value of each Director Option based on the following assumptions:

(a) the underlying value of each Share in the Company on the ASX closing price of A$0.026 on 18 October 2021;
(b) exercise price of A$0.040;
(c) risk free rate of return of 0.6823% (estimated, based on the 3 year Australian government bond rate);

1 Assumes all Equity Securities the subject of all Resolutions is on issue, all Options are exercised and no other Shares are issued

Magnetite Mines Limited – Notice of 2021 Annual General Meeting

(d) volatility of the Share price of 100% as determined from the daily movements in Share price over the last 12 months, adjusted for abnormal trading; and
(e) time to expiry of 3 years.

Any change in the variables applied in the Black-Scholes calculation between the date of the valuation and the date the Director Options are granted would have an impact on their value.

Based on the assumptions, it is considered that the estimated average value of the Director Options to be granted to the Participating Directors is A$0.0138 per Director Option.

Company’s historical Share price

The following table gives details of the highest, lowest and latest closing prices of the Company’s Shares trading on ASX over the past 12 months ending on 18 October 2021:

Highest Price (A$)/Date	Lowest Price (A$)/Date	Latest Price (A$)/Date
$0.089 - (28/06/2021)	$0.009 - (26/11/2020 and 2/12/2020)	$0.026 - 18 October 2021

Other Information

Under the Australian Equivalent of the International Financial Reporting Standards, the Company is required to expense the value of the Director Options in its statement of financial performance for the current financial year.

Other than as disclosed in this Explanatory Memorandum, the Directors (in the absence of the Participating Directors regarding each of their respective Resolutions) do not consider that from an economic and commercial point of view, there are any costs or detriments including opportunity costs or taxation consequences for the Company or benefits foregone by the Company in granting the Director Options pursuant to Resolutions 3 and 4.

The Directors (in the absence of the Participating Directors regarding each of their respective Resolutions) are not aware of any other information that would reasonably be required by the Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolutions 3 and 4.

Directors’ recommendations

Mr Schubert declines to make a recommendation about Resolution 3 as he has a material personal interest in the outcome of that Resolution as it relates to the proposed issue of Director Options to him or his nominee(s).

Mr Eames declines to make a recommendation about Resolution 4 as he has a material personal interest in the outcome of that Resolution as it relates to the proposed issue of Director Options to him or his nominee(s).

Mr Randall (who has no interest in the outcome of Resolutions 3 and 4) recommends that Shareholders vote in favour of Resolutions 3 and 4 for the reasons set out above on page 11 under the heading "Details of the financial benefit, including reasons for giving the type and quantity of the benefit".

ASIC Regulatory Guide 76: Related Party Transactions notes at paragraph 76.103 that it is good practice for directors to avoid making a recommendation for resolutions about each other’s remuneration as there may be a conflict of interest. Given that the Participating Director will be issued Director Options under Resolutions 3 and 4 (as applicable), Mr Schubert and Mr Eames decline to make a recommendation with respect to Resolutions 3 and 4 (as applicable).

Magnetite Mines Limited – Notice of 2021 Annual General Meeting

Information Requirements – Listing Rules 10.14 and 10.15

Listing Rule 10.14 provides that the Company must not permit any of the following persons to acquire Equity Securities under an employee incentive scheme:

a director of the Company (Listing Rule 10.14.1);
an Associate of a director of the Company (Listing Rule 10.14.12); or
a person whose relationship with the Company or a person referred to in Listing Rule 10.14.1 or 10.14.2 is such that, in ASX’s opinion, the acquisition should be approved by its Shareholders (Listing Rule 10.14.3),

unless it obtains the approval of its Shareholders.

The proposed grant of Director Options to the Participating Directors pursuant to the Plan falls within Listing Rule 10.14.1 and therefore requires the approval of Shareholders under Listing Rule 10.14.

If Resolutions 3 and 4 are passed, the Company will be able to proceed with the grant of the Director Options to the Participating Directors as noted above, and the impact of passing these Resolutions on each of Mr Schubert’s and Mr Eames’ voting power in the Company, assuming they are granted and all Director Options the subject of these Resolutions are exercised, is set out in the following table:

Participating Director	Number of Shares	Number of Options	Percentage voting power in the Company on an undiluted basis (Total issued share capital of the Company is 3,145,077,864)2	Percentage voting power in the Company on a fully diluted basis (Total issued share capital of the Company is 3,565,162,223)3
Mr Peter Schubert	105,786,693	59,500,000	3.36%	4.64%
Mr Mark Eames	40,098,262	29,009,827	1.27%	1.94%

If Resolutions 3 and 4 are not passed, the Company will not be able to proceed with the grant of the Director Options to the Participating Directors and the Company may need to consider alternative ways to remunerate Mr Peter Schubert and Mr Mark Eames, including by the payment of cash.

The following further information is provided to Shareholders for the purposes of Listing Rule 10.15:

(a) the Director Options will be granted to the Participating Directors or their nominees , as noted above;
(b) Mr Peter Schubert and Mr Mark Eames are Directors and therefore fall under Listing Rule 10.14.1;
(c) a total of up to 27,000,000 Director Options will be granted. The number of Director Options to be granted is:

2 Assumes that Mr Schubert and Mr Eames have voting power in respect of all of the Equity Securities listed against their name in the table, which they may not if the relevant Equity Securities are issued to nominees who are not their Associate.

3 Assumes all Options are exercised and no other Shares are issued. Also assumes that Mr Schubert and Mr Eames have voting power in respect of all of the Equity Securities listed against their name in the table, which they may not if the relevant Equity Securities are issued to nominees who are not their Associate.

Magnetite Mines Limited – Notice of 2021 Annual General Meeting

(i) Resolution 3 – Mr Peter Schubert or his nominee(s) – up to 12,000,000; and
(ii) Resolution 4 – Mr Mark Eames or his nominee(s) – up to 15,000,000;
(d) each of the Participating Directors are Directors of the Company and the issue the subject of Resolutions 3 and 4 is intended to remunerate the Participating Directors, whose current total remuneration package is set out below:

Director	Base Remuneration	Superannuation	Value of Director Options4	Total financial benefit
Mr Peter Schubert	$275,000	$27,500	$165,600	$468,100
Mr Mark Eames	$240,000	$24,000	$207,000	$471,000

(e) the Director Options will be issued under the Option Incentive Plan ( Plan ) as approved by Shareholders at the annual general meeting held on 29 November 2019. The terms of the Plan are set out in Annexure B to this Explanatory Memorandum;
(f) no security has been previously issued to the Participating Directors under the Plan;
(g) the key terms and conditions of the Director Options are set out in Annexure A to this Explanatory Memorandum;
(h) as noted above and amongst other reasons, the Director Options have been selected as a cost effective and efficient means to remunerate the Participating Directors as opposed to alternative forms of incentive, such as payment of cash compensation, and the Company wish to retain its cash reserves for other preferred uses;
(i) as noted above, the Company’s advisors have valued the Director Options using Black-Scholes valuation method. Based on the assumptions set out above, it is considered that the estimated average value of the Director Options to be granted to the Participating Directors is A$0.0138 per Director Option;
(j) the Director Options will be granted on a date which will be no later than 3 years after the date of this Meeting, unless otherwise extended by way of ASX granting a waiver to the Listing Rules;
(k) the Director Options will be granted for no cash consideration;
(l) details of any securities issued under the Plan will be published in the annual report of the entity relating to a period in which they were issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14;
(m) any additional persons covered by Listing Rule 10.14 who become entitled to participate in the issue of securities under the Plan after Resolutions 3 and 4 are approved and who were not named in the notice of meeting will not participate until approval is obtained under that rule; and
(n) a voting exclusion statement applies to each of Resolution 3 and 4 as set out in the Notice.

Voting

Shareholders are urged to carefully read the Proxy Form and provide a direction to the proxy on how to vote on the Resolutions.

4 The indicative valuation of $0.0138 per Director Option using the Black Scholes Model (see above).

Magnetite Mines Limited – Notice of 2021 Annual General Meeting

5 Resolution 5 – Ratification of issue of Shares – Placement

On 17 May 2021, the Company issued 120,827,586 Shares at an issue price of $0.058 per Share to raise $7,008,000 (before costs) in funds to be used for the costs of the issue, to advance studies for the Razorback High Grade Iron Ore Project and for general working capital ( Placement ).

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of Equity Securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

The Placement does not fit within any of these exceptions and, as it has not yet been approved by the Company’s Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further Equity Securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the date the Company issued Shares pursuant to the Placement.

Listing Rule 7.4 allows the shareholders of a company to approve an issue of Equity Securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company’s capacity to issue further Equity Securities without shareholder approval under that rule.

The Company wishes to retain as much flexibility as possible to issue additional Equity Securities into the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1 and therefore seeks Shareholder approval to ratify the issue of Shares pursuant to the Placement under and for the purposes of Listing Rule 7.4.

If this Resolution is passed, the Shares pursuant to the Placement will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of Equity Securities the Company can issue without Shareholder approval over the 12 month period following the date the Company issued Shares pursuant to the Placement.

If this Resolution is not passed, the Shares pursuant to the Placement will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of Equity Securities the Company can issue without Shareholder approval over the 12 month period following the date the Company issued Shares pursuant to the Placement.

The following information in relation to the Shares the subject of the Placement is provided to Shareholders for the purposes of Listing Rule 7.5:

(a) the Shares were issued to sophisticated and institutional investors and other investors qualifying under s 708 of the Corporations Act 2001 (Cth), all of who are unrelated parties of the Company. The placees were selected following a bookbuild process by Prudentia Australia Pty Ltd, the Company’s external advisers in relation to the Placement. In accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that no related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an Associate of any of these parties were issued more than 1% of the issued capital of the Company under the Placement; The Company’s placement allocation policy includes a variety of factors in determining the investors selected and may include but not limited to – price of the offer, desired investor types, geographical locations of investors, best interests of the offer, quality of the investors, investment objectives of the investor and settlement risk.
(b) 120,827,586 Shares were issued;
(c) the Shares issued were fully paid ordinary Shares in the capital of the Company and rank equally in all respects with the existing fully paid ordinary Shares on issue;
(d) the Shares were issued on 17 May 2021;
(e) the Shares were issued at an issue price of $0.058 each;

Magnetite Mines Limited – Notice of 2021 Annual General Meeting

(f) the Shares were issued for used for the costs of the Placement, to advance studies for the Razorback High Grade Iron Ore Project and for general working capital; and
(g) a voting exclusion applies in respect of this Resolution as set out in the Notice.
6 Resolution 6 – Approval of Additional 10% Placement Capacity

Background

Under Listing Rule 7.1A, however, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25% ( Listing Rule 7.1A Mandate ).

An ‘eligible entity’ means an entity which is not included in the S&P/ASX 300 Index and which has a market capitalisation of $300 million or less. The Company is an eligible entity for these purposes.

This Resolution seeks Shareholder approval by way of special resolution for the Company to have the additional 10% capacity provided for in Listing Rule 7.1A to issue Equity Securities without Shareholder approval.

If this Resolution is passed, the Company will be able to issue Equity Securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval.

If this Resolution is not passed, the Company will not be able to access the additional 10% capacity to issue Equity Securities without Shareholder approval provided for in Listing Rule 7.1A and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval set out in Listing Rule 7.1.

The number of Equity Securities which may be issued pursuant to the Listing Rule 7.1A Mandate

Based on the number of Shares on issue at the date of this Notice, the Company will have 3,145,077,864 Shares on issue and therefore, subject to Shareholder approval being obtained under this Resolution, 314,507,786 Equity Securities will be permitted to be issued in accordance with Listing Rule 7.1A. Shareholders should note that the calculation of the number of Equity Securities permitted to be issued under the Listing Rule 7.1A Mandate is a moving calculation and will be based the formula set out in Listing Rule 7.1A.2 at the time of issue of the Equity Securities. That formula is:

(A x D) – E

A is the number of Shares on issue 12 months immediately preceding the date of issue or agreement ( Relevant Period ):
(a) plus the number of fully paid Shares issued in the Relevant Period under an exception in Listing Rule 7.2 other than exception 9, 16 or 17;
- (i) plus the number of fully paid Shares issued in the Relevant Period on the conversion of convertible securities within Listing Rule 7.2 exception 9 where:
- (ii) the convertible securities were issued or agreed to be issued before the commencement of the Relevant Period; or
- (iii) the issue of, or agreement to issue, the convertible securities was approved or taken under the Listing Rules to have been approved, under Listing Rules 7.1 or 7.4;

Magnetite Mines Limited – Notice of 2021 Annual General Meeting

(b) plus the number of Shares issued in the Relevant Period under an agreement to issue securities within Listing Rule 7.2 exception 16 where:
(i) the agreement was entered into before the commencement of the Relevant Period; or
(ii) the agreement or issue was approved, or taken under these rules to have been approved, under Listing Rules 7.1 or 7.4;
(c) plus the number of fully paid Shares issued in the Relevant Period with approval of holders of Shares under Listing Rules 7.1 and 7.4;
(d) plus the number of party paid Shares that become fully paid in the Relevant Period;
(e) less the number of fully paid Shares cancelled in the Relevant Period.

Note that ‘A’ is has the same meaning in Listing Rule 7.1 when calculating an entity's 15% placement capacity.

D is 10%
E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the Relevant Period where the issue or agreement to issue has not been subsequently approved by Shareholders under Listing Rule 7.4.

Specific information required by Listing Rule 7.3A

The following information in relation to the Shares proposed to be issued is provided to Shareholders for the purposes of Listing Rule 7.3A:

(a) If the Resolution is passed, the Listing Rule 7.1A Mandate will be valid during the period from the date of the Annual General Meeting and will expire on the earlier of:
(i) the date that is 12 months after the date of the Annual General Meeting;
(ii) the time and date of the Company’s next Annual General Meeting; and
(iii) the time and date on which the Company receives approval by Shareholders for a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking) ( Approval Period ).
(b) The Equity Securities to be issued will be in an existing class of quoted securities and will be issued for cash consideration at an issue price per Equity Security of not less than 75% of the volume weighted average price for the Company's Equity Securities over the 15 Trading Days on which trades in the class were recorded immediately before:
(i) the date on which the price at which the Equity Securities are to be issued is agreed by the Company and the recipient of the Equity Securities; or
(ii) if the Equity Securities are not issued within ten Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.
(c) The Shares are being issued to raise funds for exploration activities, as cash consideration for the acquisition of new assets (should suitable assets be found), administration costs and general working capital.
(d) If this Resolution is approved by Shareholders and the Company issues Equity Securities under the Listing Rule 7.1A Mandate, the existing Shareholders' economic and voting interests in the Company will be diluted. There is also a risk that:

Magnetite Mines Limited – Notice of 2021 Annual General Meeting

(i) the market price for the Company's Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date the Listing Rule 7.1A Mandate was approved; and
(ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company's Equity Securities on the issue date or the Equity Securities;

The table below demonstrates the potential dilution of existing Shareholders in three differing scenarios.

Variable ‘A’ (refer above for calculation)			Dilution
		$0.0130 Issue Price at half the current market price	$0.026 Issue Price at current market price	$0.052 Issue Price at double the current market price
Current Variable ‘A’ 3,145,077,864 Shares	Shares issued	314,507,786	314,507,786	314,507,786
	Funds raised	$4,088,601.22	$8,177,202.44	$16,354,404.87
	Dilution	10%	10%	10%
50% increase in current Variable ‘A’ 4,717,616,796 Shares	Shares issued	471,761,679	471,761,679	471,761,679
	Funds raised	$6,132,901.83	$12,265,803.65	$24,531,607.31
	Dilution	10%	10%	10%
100% increase in current variable ‘A’ 6,290,155,728 Shares	Shares issued	629,015,572	629,015,572	629,015,572
	Funds raised	$8,177,202.44	$16,354,404.87	$32,708,809.74
	Dilution	10%	10%	10%

Note : This table assumes:

No Options are exercised before the date of the issue of the Equity Securities.
The issue of Equity Securities under the Listing Rule 7.1A Mandate consists only of Shares. If the issue of Equity Securities includes quoted Options, for the purposes of the above table, it is assumed that those quoted Options are exercised into Shares for the purposes of calculating the voting dilution effect on existing Shareholders.
The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the Listing Rule 7.1A Mandate, based on that Shareholder’s holding at the date of the Meeting.
The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in Listing Rule 7.2, with approval under Listing Rule 7.1 or ratified under Listing Rule 7.4 other than the Shares the subject of Resolution 5.
This table does not set out any dilution pursuant to ratification under Listing Rule 7.4.

Magnetite Mines Limited – Notice of 2021 Annual General Meeting

The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.

(e) The identity of the persons to whom Shares will be issued is not yet known and will be determined on a case by case basis having regard to market conditions at the time of the proposed issue of Equity Securities and the Company’s allocation policy, which involves consideration of matters including, but not limited to:
(i) the ability of the Company to raise funds at the time of the proposed issue of Equity Securities and whether the raising of any funds under such placement could be carried out by means of an entitlement offer, or a placement and an entitlements offer;
(ii) the dilutionary effect of the proposed issue of the Equity Securities on existing Shareholders at the time of proposed issued of Equity Securities;
(iii) the financial situation and solvency of the Company; and
(iv) advice from its professional advisers, including corporate, financial and broking advisers (if applicable).

The persons to whom Shares will be issued under the Listing Rule 7.1A Mandate have not been determined as at the date of this Notice, but will not include related parties (or their Associates) of the Company.

(f) The Company previously obtained Shareholder approval under Listing Rule 7.1A at its annual general meeting held on 27 November 2020. During the 12 month period preceding the date of the Meeting, the Company has not issued or agreed to issue Equity Securities under Listing Rule 7.1A2.

7 Resolution 7 – Renewal of proportional takeover provisions

Background

The Corporations Act permits a company to include in its constitution provisions (called takeover approval provisions ) requiring that a proportional or partial takeover offer (ie an offer for less than 100% of the shares but for the same proportion of each shareholder’s shares) be approved by a majority of shareholders, before it may proceed. In effect, the approval of Resolution 9 will enable the Company to refuse to register shares acquired under a proportional takeover bid unless than bid is approved by a majority of shareholders.

The Company’s Constitution currently contains provisions dealing with proportional takeover bids under Rule 15.

Section 648G of the Corporations Act

The following information is provided pursuant to section 648G of the Corporations Act.

(a) Operation of the proportional takeover provisions

If the proportional takeover provisions set out in Rule 15 of the Company’s Constitution are renewed, the registration of a transfer of Shares acquired under a proportional takeover offer will be prohibited unless an approving resolution is passed by Shareholders in the Company in the manner provided in Rule 15 of the Company’s Constitution.

The proportional takeover provisions do not apply to a full takeover bid for all of the Shares of the Company.

If the Company’s existing proportional takeover provisions are renewed and a proportional takeover offer is subsequently made for Shares in the Company, the Directors must seek Shareholder approval

Magnetite Mines Limited – Notice of 2021 Annual General Meeting

by a majority vote to register transfers under the proportional takeover bid. The Shareholder approval can be obtained at a general meeting of Shareholders.

In either case, those Shareholders who are entitled to vote at the general meeting are the Shareholders (other than the bidder and its associates) who are recorded on the register of members at the end of the day on which the first of the takeover offers under the proportional takeover bid is made.

The resolution must be voted on at least 14 days before the last day of the offer period under the proportional takeover bid. The resolution will be passed if more than 50 percent of eligible votes are cast in favour of the approval. If no such resolution has been voted on at least 14 days before the last day of the bid period then a resolution to approve the registration of transfers under the bid is taken to have been passed.

If the resolution is not passed by a majority of the shares voted, then the offer will be deemed to be withdrawn and registration of any transfer of shares resulting from the offer will be prohibited. Acceptances will be returned and any contracts formed by acceptance will be rescinded. If the resolution is approved, transfers of shares to the bidder will be registered provided they comply with the other provisions of the Constitution.

If renewed, Rule 15 of the Company’s Constitution will have effect for a three year period commencing on the date of this Meeting.

(b) Current acquisition proposals

As at the day on which this Notice and Explanatory Memorandum is prepared, none of the Directors of the Company is aware of a proposal by a person to acquire, or to increase the extent of, a substantial interest in the Company.

(c) Advantages of proportional takeover provisions to Shareholders

Potential advantages to Shareholders of the renewal of proportional takeover provisions in the Company’s Constitution are set out below:

(i) The takeover approval provisions may enable Shareholders to act together and so avoid the coercion of Shareholders that might otherwise arise where they believe a partial offer is inadequate, but nevertheless accept through concern that a significant number of other Shareholders will accept.
(ii) The takeover approval provisions may provide Shareholders with protection against being coerced into accepting a partial bid at a high premium where the bidder indicates its intention to mount a subsequent bid for the remaining shares at a much reduced price. This puts pressure on Shareholders to accept the initial bid in order to maximise their returns.
(iii) If a partial bid is made, the takeover approval provisions may make it more probable that a bidder will set its offer price at a level that will be attractive to at least a majority of Shareholders.
(iv) The body of Shareholders may more effectively advise and guide the Directors’ response to a partial bid, and knowing the view of the majority of Shareholders may assist individual Shareholders to assess the likely outcome of the proportional bid and decide whether or not to accept an offer under the bid.
(v) The takeover approval provisions may make it more probable that any takeover offer will be a full bid for the whole shareholding of each Shareholder, so that Shareholders may have the opportunity of disposing of all their Shares rather than only a proportion.

(d) Disadvantages of the proportional takeover provisions to Shareholders

Potential disadvantages to Shareholders of the renewal of proportional takeover provisions in the Company’s Constitution are set out below:

Magnetite Mines Limited – Notice of 2021 Annual General Meeting

(i) By placing obstacles in the way of partial offers, the proposal may tend to discourage partial offers, thus reducing the opportunity for Shareholders to sell a portion of their holding.
(ii) It is possible that the existence of the takeover approval provisions might have an adverse effect on the market value of the Company’s Shares by making a partial offer less likely thus reducing any takeover speculation element in the Share price.
(iii) An individual Shareholder who wishes to accept a proportional offer will be unable to sell to the bidder unless a majority of Shareholders favour the proportional takeover scheme (which may be viewed as an additional restriction on the ability of individual Shareholders to deal freely in their Shares).
(iv) If a proportional takeover offer is made, the Company will incur the cost of calling a meeting of Shareholders.

(e) Advantages and disadvantages of the proportional takeover provisions for the Directors

Potential advantages and disadvantages to the Directors of the renewal of proportional takeover provisions in the Company’s Constitution are set out below:

(i) If the Directors consider that a proportional bid should be opposed, they will be assisted in preventing the bidder from securing control of the Company as the bidder will need a majority of votes to be cast in its favour by the independent Shareholders, before the bidder can succeed.
(ii) On the other hand, under the takeover approval provisions, if a proportional takeover offer is received, the Directors must call a meeting to seek the Shareholders’ views. They must do so even if the Directors believe that the offer should be accepted.
(iii) At present, it is only the Directors who express any formal view on the adequacy or otherwise of a takeover bid, on behalf of the Company. Under the takeover approval provisions the most effective view on a proportional bid will become the view expressed by the vote of the Shareholders themselves, at the meeting.
(iv) The takeover approval provisions may make it easier for the Directors to discharge their fiduciary and statutory duties as directors in the event of a proportional takeover bid.

(f) Reasons for proposing the Resolution

Having considered the advantages and disadvantages to Shareholders and the Directors, the Directors have decided to put this Resolution to Shareholders, to give Shareholders an opportunity to take advantage of the protections which the takeover approval provisions offer, if a proportional takeover offer is made.

Magnetite Mines Limited – Notice of 2021 Annual General Meeting

GLOSSARY

$ means Australian dollars.

Accounting Standards has the meaning given to that term in the Corporations Act.

Annual Report means the annual report of the Company for the year ended 30 June 2021. Approval Period has the meaning se tout on page 18.

Associate has the meaning given to that term in the Listing Rules.

ASX means ASX Limited ABN 98 008 624 691 and, where the context permits, the Australian Securities Exchange operated by ASX Limited.

Auditor means the Company’s auditor from time to time (if any).

Auditor’s Report means the report of the Auditor contained in the Annual Report for the year ended 30 June 2021.

AWST means western standard time as recognised in Perth, Western Australia.

Board means the Directors.

Chair or Chairman means the individual elected to chair any meeting of the Company from time to time.

Closely Related Party has the meaning given to that term in the Corporations Act.

Company means Magnetite Mines Limited ABN 34 108 102 432.

Constitution means the Company's constitution, as amended from time to time.

Corporations Act means Corporations Act 2001 (Cth).

Director Option means an option to acquire a Share issued under the Plan and the terms of which are set out in Annexure A.

Meeting means the Annual General Meeting convened by the Notice.

Notice means this Notice of Annual General Meeting.

Option means an option to acquire a Share. Optionholder means a holder of an Option.

Participating Directors has the meaning set out on page 10.

Placement has the meaning set out on page 16.

Plan has the meaning set out on page 15. Proxy Form means the proxy form accompanying the Notice.

Relevant Period has the meaning set out on page 17.

Remuneration Report means the remuneration report set out in the Annual Report for the year ended 30 June 2021.

Resolution means a resolution contained in the Notice.

Restricted Voter means Key Management Personnel and their Closely Related Parties as at the date of the Meeting.

Shareholder means a member of the Company from time to time.

Shares means fully paid ordinary shares in the capital of the Company.

Spill Meeting has the meaning set out on page 9.

Spill Resolution has the meaning set out on page 9.

Trading Day means a day determined by ASX to be a trading day in accordance with the Listing Rules.

Directors means the directors of the Company.

Equity Securities has the meaning given to that term in the Listing Rules.

Explanatory Memorandum means the explanatory memorandum accompanying this Notice.

Guidance Note 21 means the ASX Guidance Note 21.

Key Management Personnel has the meaning given to that term in the Accounting Standards.

Listing Rule 7.1A Mandate has the meaning set out on page 17.

Listing Rules means the ASX Listing Rules.

Annexure A – Terms and Conditions of Director Options

The Director Options will be issued on the terms and conditions of the Company’s Option Incentive Plan ( Plan ) as approved by Shareholders on 29 November 2019 and will be subject to the following conditions:

Each Option will be issued for no cash consideration.
Each Option has an exercise price equal to a premium of 60% to the VWAP of Shares for the 14 days immediately prior to the date of the Meeting.
Each Option entitles the Optionholder to subscribe for and be allotted one fully paid ordinary share in the capital of Magnetite Mines Limited (" MGT " or “ Company ”) at the exercise price for the Option.
The Options are exercisable at any time on or prior to 5.00pm (AWST) on the date that is 3 years from the date of issue (" Expiry Date ") by completing a notice in writing (" Option Notice ") stating the intention of the Optionholder to exercise all or a specified number of Options held by the Optionholder and delivering it to the registered office of MGT accompanied by an Option certificate and a cheque made payable to the Company or electronic funds transfer for the subscription monies for the Shares. The Option Notice must be received by the Company before the Expiry Date. An Option not exercised before the Expiry Date will lapse. An exercise of only some Options shall not affect the rights of the Optionholder to the balance of the Options held by the Optionholder.
The Options are not assignable or transferable and will not be listed on the ASX.
All Shares issued upon exercise of the Options will rank pari passu in all respects with the Company’s then issued Shares. The Company will apply for official quotation by ASX of all Shares issued upon exercise of the Options.
There are no participating rights or entitlements inherent in the Options and the Optionholder will not be entitled to participate in new issues of capital offered to shareholders during the currency of the Options unless the Options are first exercised in accordance with these terms and conditions. If required by the ASX Listing Rules, the holder will be notified of the proposed issue in accordance with the ASX Listing Rules.
In the event of any reorganisation (including consolidation, sub-division, reduction or return) of the issued capital of MGT prior to the Expiry Date, the rights of the Optionholder will be changed to the extent necessary to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation.
If there is a bonus issue to MGT shareholders, the number of Shares over which an Option is exercisable will be increased by the number of Shares which the Optionholder would have received if the Option had been exercised before the record date for the bonus issue.
Shares allotted and issued pursuant to the exercise of the Options will be allotted and issued on the above terms and conditions not more than 14 days after the receipt of a properly executed Option exercise form and the exercise price in respect of the Option.

Magnetite Mines Limited – Notice of 2021 Annual General Meeting

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Annexure B – Summary of Option Incentive Plan Rules

Plan limit	Where an offer is made under the Plan in reliance on CO 14/1000 (or any amendment or replacement of it) the Board must, at the time of making the offer, have reasonable grounds to believe that the total number of Shares which would be issued if the Options the subject of the offer vested, will not exceed 5% of the total number of Shares on issue when aggregated with the number of Shares issued or that may be issued as a result of offers made at any time during the previous 3 year period under the Plan or any other employee incentive scheme or like scheme of the Company covered by CO 14/1000 or an individual instrument made by ASIC in terms similar to the class order, or any employee incentive scheme or employee share scheme of the Company, where the offers were covered by ASIC Class Order 03/184 or an individual instrument made by ASIC in similar terms to that class order. This limit is in accordance with CO 14/1000.
Quotation	Options will not be quoted on ASX.
No transfer	Options cannot be assigned, transferred, novated, encumbered or otherwise disposed of unless the Board consents (in its sole and absolute discretion) or the assignment or transfer occurs by force of law. Any transfer in breach of these requirements results in immediate lapse of the Option.
Eligible Employees	The Board may, in its absolute discretion, offer Options to any of the following persons: (a) a full time or part time employee (including an executive director) or non-executive director of the Company or an associated body corporate (being a body corporate that is a related body corporate of the body, a body corporate that has voting power in the body of not less than 20% or a body corporate in which the body has voting power of not less than 20%) (Group Company); (b) an individual who is or might reasonably be expected to be engaged to work the number of hours that are the pro rata equivalent of 40% or more of a comparable full time position with a Group Company; or (c) an individual or company with whom a Group Company has entered into a contract for the provision of services under which the individual or a director or their spouse performs work for a Group Company. A person who the Board invites to participate in the Plan are calledEligible Employees. The Board may permit Options to be offered to another party nominated by an Eligible Employee (for example, the Eligible Employee’s (a) immediate family member; (b) a corporate trustee of a self-managed superannuation fund (within the meaning of the _Superannuation Industry (Supervision) Act_1993) where the Eligible Employee is a director of the trustee; or (c) a company whose members are no-one other than the Eligible Employee or their immediate family members) (Nominated Party). AParticipant is an Eligible Employee or Nominated Party to whom Options have been granted.
No consideration for issue	No consideration is payable for the issue of an Option.
Terms and conditions – Board discretion	The Board may invite Eligible Employees to participate in the plan by providing a written offer document (Offer). The Offer must contain (among other things) the maximum number of Options that may be applied for, any relevant vesting conditions and vesting period, the dates which the Options may be exercised (subject to the terms of the Offer and the Plan) and the expiry date of the Options. These terms and conditions are at the Board’s discretion.
Vesting and exercise	The vesting conditions (if any) will be determined when the Options are granted, and set out in the Offer. Options will vest when the relevant vesting conditions (if any) are satisfied, waived by the Board or are deemed to have been satisfied under the Plan. Provided any vesting conditions have been satisfied or waived and the Option is otherwise capable of exercise, an Option may be exercised at any time up until the expiry date specified in the Offer.
Adjustment to exercise terms	The Board will have the power to make adjustments to or vary the terms of exercise of an Option, including reducing or waiving the vesting conditions attaching to Options in whole or in part at any time and in any particular case. Any proposed variation or adjustment will be subject to anyrequirements ofthe CorporationsAct and/ortheListingRules (including

Magnetite Mines Limited – Notice of 2021 Annual General Meeting

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	Shareholder approval). However, no variation to the terms of exercise of an Option will be made without the consent of the Participant if it would have a material prejudicial effect on them, unless introduced primarily to comply with the law or Plan, to correct manifest error or to enable regulatory compliance.
Lapse of Options	Unless otherwise specified in the vesting conditions or determined otherwise by the Board, an Option lapses on the earlier of: (a) the Board determining that any vesting condition attaching to the Option has not been satisfied or is not capable of being satisfied; (b) the day after the last day the Option may be exercised; and (c) the Option lapsing under the cessation of employment, change of control or breach, fraud or misconduct provisions of the Plan. When Options lapse, all rights of a Participant in respect of those Options are forfeited.
New issues, reorganisations and winding-up	If the Company makes a pro rata issue of Shares (except a bonus issue) during the term of an Option, the exercise price of the Option will be reduced according to the formula in the Listing Rules. If the Company makes a bonus issue of Shares during the term of an Option, the number of Shares the holder is entitled to will be increased by the number of Shares the holder would have been issued if the Options were exercised. If there is a reorganisation of the issued capital of the Company (including a consolidation, subdivision, reduction or return) then the rights of a Participant (including the number of Options to which each Participant is entitled and the exercise price) will be changed to the extent necessary to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation. If a resolution for a members’ voluntary winding up of the Company is proposed (other than for the purpose of a reconstruction or amalgamation) the Board may, in its absolute discretion, give written notice to Participants of the proposed resolution. Subject to the vesting conditions, the Participants may, during the period referred to in the notice, exercise their Options
Cessation of employment	Subject to the ultimate discretion of the Board and compliance with the Corporations Act and the Listing Rules, if a Participant ceases to be employed due to: (a) resignation, dismissal for cause or poor performance or another circumstance determined by the Board, any Options held by the Participant shall lapse whether they are vested or unvested; and (b) disability, mental illness, redundancy or death, or another reason other than that stated in (a), any unvested Options held by the Participant shall lapse, but any vested Options shall continue to be able to be exercised in accordance with their terms.
Change of control	If there is a change of control event (which is defined in the Plan, and includes a takeover for the Company which is (or is declared) unconditional, a court order to convene a meeting for a scheme of arrangement, a merger resulting in the current Shareholders being entitled to 50% or less of the shares of the merged entity, a Group Company agreeing to sell a majority of its business or assets or a determination of the Board that control of the Company has or is likely to change), the Board may in its sole and absolute discretion determine how unvested Options will be treated, including determining that some or all of the Options vest or reducing or waiving vesting conditions.
Misconduct and clawback	If in the opinion of the Board a Participant acts fraudulently or dishonestly or is in material breach of their obligations to a Group Company, then the Board may determine that all the Participant’s Options lapse. If the Board becomes aware of a material misstatement in the Company’s financial statements or some other event has occurred which, as a result, means that the vesting conditions in respect of certain vested Options were not, or should not have been determined to have been, satisfied, then the Participant will cease to be entitled to those Vested Options (Affected Options) and the Board may take various actions, including: cancelling the relevant Affected Options for no consideration; requiring that the Participant pay to the Company the after tax value of the Affected Options which have been converted into Shares or adjust fixed remuneration, incentives or participation in this Plan of a relevant Participant in the current year or any future year to take account of the after tax value of the Affected Options.
Amendment of	Subject to andinaccordancewiththeListingRules (including anywaivergranted under

Magnetite Mines Limited – Notice of 2021 Annual General Meeting

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Rules

such Listing Rules), the Board (without the necessity of obtaining the prior or subsequent
consent of Shareholders of the Company in a general meeting) may from time to time
amend (including the power to revoke, add to or vary) all or any provisions of the Rules in
any respect whatsoever, by an instrument in writing, provided that rights or entitlements in
respect of any Option granted before the date of amendment shall not be reduced or
adversely affected unless prior written approval from the affected Participant(s) is
obtained.

Magnetite Mines Limited – Notice of 2021 Annual General Meeting

page | 27

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Need assistance?

Phone:

1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)

Online:

www.investorcentre.com/contact

MGT

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 10:00am (AWST) on Saturday, 27 November 2021.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

XX

All your securities will be voted in accordance with your directions.

Online:

APPOINTMENT OF PROXY

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

Your secure access information is

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Control Number: 999999

SRN/HIN: I9999999999 PIN: 99999

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia

By Fax:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

PARTICIPATING IN THE MEETING

Corporate Representative

If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate “Appointment of Corporate Representative”. A form may be obtained from Computershare or online at www.investorcentre.com/au and select "Printable Forms".

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

Samples/000001/000001

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

I 9999999999 I ND

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes.



Proxy Form

Please mark

to indicate your directions

Step 1

Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Magnetite Mines Limited hereby appoint the Chairman OR of the Meeting

XX

PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Magnetite Mines Limited to be held at Harvard Room, Level 1, Trinity on Hampden, 230 Hampden Road, Crawley, WA 6009 on Monday, 29 November 2021 at 10:00am (AWST) and at any adjournment or postponement of that meeting.

Shareholders should note that the Chairman intends to vote any undirected proxies in favour of all Resolutions.

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolutions 1, 3 and 4 (except where I/we have indicated a different voting intention in step 2) even though Resolutions 1, 3 and 4 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman. Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolutions 1, 3 and 4 by marking the appropriate box in step 2.

Step 2 Items of Business

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

For Against Abstain

Resolution	1	Non Binding Resolution to adopt Remuneration Report
Resolution	2	Re-election of Mr Peter Schubert as a Director
Resolution	3	Grant of Director Options to Mr Peter Schubert or his nominee(s)
Resolution	4	Grant of Director Options to Mr Mark Eames or his nominee(s)
Resolution	5	Ratification of issue of Shares – Placement
Resolution	6	Approval of Additional 10% Placement Capacity
Resolution	7	Renewal of proportional takeover provisions

Step 3 Signature of Securityholder(s)

This section must be completed.

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
/ /
Sole Director & Sole Company Secretary Director Director/Company Secretary Date
Update your communication details (Optional) By providing your email address, you consent to receive future Notice
Mobile Number Email Address of Meeting & Proxy communications electronically
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MG T

2 8 2 2 0 9 A

AI assistant

MAGNETITE MINES LIMITED. — AGM Information 2021

65329_rns_2021-10-27_75e2c121-1865-45c2-be4d-d4d9cfd8c436.pdf

ASX Announcement

Notice of Annual General Meeting 2021

28 October 2021

NOTICE OF ANNUAL GENERAL MEETING – SHAREHOLDER NOTICE OF ACCESS

NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM TO SHAREHOLDERS

Date of Meeting

Place of Meeting

A Proxy Form is enclosed

NOTICE OF ANNUAL GENERAL MEETING

Zoom webinar facility registration:

AGENDA

Financial Reports

Resolution 1 – Non Binding Resolution to adopt Remuneration Report

Resolution 2 – Re-election of Mr Peter Schubert as a Director

Resolution 3 – Grant of Director Options to Mr Peter Schubert or his nominee(s)

Resolution 4 – Grant of Director Options to Mr Mark Eames or his nominee(s)

Resolution 5 – Ratification of issue of Shares – Placement

Resolution 6 – Approval of Additional 10% Placement Capacity

Resolution 7 – Renewal of proportional takeover provisions

OTHER BUSINESS

To deal with any other business which may be brought forward in accordance with the Constitution and the Corporations Act.

By order of the Board

How to vote

Voting in person (or by attorney)

Voting by a Corporation

Voting by proxy

Shareholders who are entitled to vote

EXPLANATORY MEMORANDUM

1 Financial Reports

2 Resolution 1 – Non Binding Resolution to adopt Remuneration Report

Voting

3 Resolution 2 – Re-election of Mr Peter Schubert as a Director

Qualifications

Other material directorships

Independence

Board recommendation

4 Resolutions 3 and 4 – Grant of Director Options to Mr Peter Schubert and Mr Mark Eames, or their nominees

Related Party Transactions Generally

Details of the financial benefit, including reasons for giving the type and quantity of the benefit

Participating Directors Current Holdings

Dilution effect of grant of Director Options on existing members’ interests

Valuation of Director Options

Black-Scholes Model

Company’s historical Share price

Other Information

Directors’ recommendations

Information Requirements – Listing Rules 10.14 and 10.15

Voting

5 Resolution 5 – Ratification of issue of Shares – Placement

Background

The number of Equity Securities which may be issued pursuant to the Listing Rule 7.1A Mandate

(A x D) – E

Specific information required by Listing Rule 7.3A

Note : This table assumes:

7 Resolution 7 – Renewal of proportional takeover provisions

Background

Section 648G of the Corporations Act

(a) Operation of the proportional takeover provisions

(b) Current acquisition proposals

(c) Advantages of proportional takeover provisions to Shareholders

(d) Disadvantages of the proportional takeover provisions to Shareholders

(e) Advantages and disadvantages of the proportional takeover provisions for the Directors

(f) Reasons for proposing the Resolution

GLOSSARY

$ means Australian dollars.

Annexure A – Terms and Conditions of Director Options

Annexure B – Summary of Option Incentive Plan Rules

Need assistance?

Phone:

Online:

MGT

YOUR VOTE IS IMPORTANT

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

XX

Online:

MAGNETITE MINES LIMITED. AGM Information 2021